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It's hard to remember now, but there was a time before Elf was everywhere – on frequent cable rotation, Broadway, and everyone's DVD shelf of classic Christmas movies. There was a time when Will Ferrell was not a surefire comedy movie star, and when Jon Favreau was the guy from Swingers who had directed some little indie films. But they set out to make a modern holiday classic, one that would rub shoulders with such perennial favorites as Miracle on 34th Street and TV's Rudolph the Red-Nosed Reindeer – and they succeeded. "Our goal, even then, was to make a movie that could be part of that pantheon," Favreau says. "The fact that it's in rotation is the highest honor that movie can have." This holiday season marks the 10th anniversary of Elf and for the occassion, Rolling Stone spoke with the director about his memories of the film and how the hilarious story of Buddy, a man-child raised in Santa's workshop, wound up saving Christmas by filling New York City with holiday cheer.

How did you come to direct Elf?I had worked with Judd Apatow, who had nothing to do with Elf, when I directed an episode of Undeclared and worked on a pilot that didn't get picked up. When I was working with him, his manager, who also managed Will, sent me a copy of [the screenplay of] Elf. I had already directed Made, and people knew me from Swingers. I took a look at the script, and I wasn't particularly interested. It was a much darker version of the film. I liked the notion of being involved with Will in his first solo movie after SNL, but it wasn't quite there. I was asked to take another look at it. They were looking for somebody to rewrite it and possibly direct it. And I remember reading it, and it clicked: if I made the world that he was from as though he grew up as an elf in Rudolph the Red-Nosed Reindeer, one of those Rankin/Bass Christmas specials I grew up with, then everything fell into place tonally. So for a year, I rewrote the script. It turned into more of a PG movie from a PG-13. He was a darker character in the script I had read originally. The character became a bit more innocent, and the world became more of a pastiche of the Rankin/Bass films. The studio [New Line] read it and agreed to make it, and that's when I was brought on to direct.

How did you create the North Pole scenes? There's a lot stop-motion animated animals and the elf actors seem so much smaller than Will Ferrell.We didn't have a tremendous amount of dough. Part of the pitch, to make it a Rankin/Bass world and not a big CGI extravaganza – part of it is my aesthetic. I like the techniques and technologies used when I was growing up. I like motion-control, models, matte paintings. It feels timeless. And stop-motion is my favorite. There were a lot of challenges to do that stuff in stop-motion. I had to fight very hard not to do that stuff in CGI. There's no CGI in there, except for some snowing.

The forced perspective is where you build two sets, one smaller than the other. They had recently used that technique for The Lord of the Rings, but really, it's the same technique that was used for Darby O'Gill and the Little People. One set is raised and closer and smaller, and one is bigger and further away. And if you line up those two sets and measure them, you can have one person on one set appear to be much larger than a person on the other set. We did that for all the shots at the North Pole. And if you look closely, you can see the two sets meet because we didn't use CG to paint over that or blur it. I wanted it to have the same flaws that it would have had, to make the movie feel more timeless. It made for great souvenirs. I have a Louisville Slugger that's four and a half feet long in my office, that the elves were building.

What was shooting the New York sequences on location like?Buddy is very forgiving and childlike and innocent, and that spreads to the whole city. And remember, that was a time, when we were scouting, that was not long after 9/11. Having grown up in New York, it was so sad to me that people thought of Manhattan in how it related to 9/11. It was a city in mourning. And to go and make a movie about Christmas where the Empire State Building was something he dreamed about from a snow globe and his father worked there – it was almost like reclaiming Manhattan. When we were scouting, we were being photographed. People would approach us at the Lincoln Tunnel or the 59th Street Bridge. Those were sensitive areas. There was a tremendous amount of paranoia at that time in the city. They had to get to know us.

When we had Will in the Lincoln Tunnel, the tunnel was open. Same thing with the 59th Street Bridge. Whenever he was out there in his suit, we'd hear screeches and fender-benders and lights smashing. People would be looking at him walking on the side and that would cause a few minor traffic accidents.

In the film, a store that is clearly Macy's is referred to as Gimbel's, Macy's long-defunct competitor, which played a key role in Miracle on 34th Street. Was that a creative choice, or did Macy's not let you use their name?I drew a lot of inspiration from the David Sedaris Christmas account of him being a Christmas elf at Macy's [The Santaland Diaries]. We have a reference in there to Crumpet, which was his elf handle – Zooey Deschanel says it – and his sister Amy Sedaris, who I had known from Second City in Chicago, is in the movie as the secretary. Macy's was willing to let us shoot there, use their Santaland, even incorporate us into the parade. That was a big deal for a tiny movie that didn't have any expectations.

However, one of the stipulations was, we would have had to remove the Artie Lange scene, where Santa is revealed to be a fake, because their Santa has to be real. We had to think long and hard about it. We ended up filming it in the cafeteria of a mental hospital in Vancouver instead of Macy's because we had to build our own version of it because we were unwilling to change the content. We ended up making it Gimbel's. I felt that it tied in with Miracle on 34th Street. Gimbel's was a name that was owned by a third party, and we were able to license that and create our own version of it. Ultimately, it's better than having it be Macy's. It gave us the freedom to do whatever we wanted creatively.

James Caan, as Buddy's biological father Walter, often seems uncomfortable — as if he felt ill at ease on the set and used that feeling in his performance. Is that how he was?I think it's fair to say. He would always give me a hard time about it being called Elf. "Why is it called Elf?" I think he was embarrassed about the title. He was very familiar to me, being from Queens. I'm Jewish and Italian, and he's Jewish and everybody thinks he's Italian. So there's a familiarity. Will is a very generous, disarming person. Caan always felt like he was being treated right on the set. Will and I were kind of starstruck by him. But Will would bust his balls a lot, which was fun, too. Will gave him, as a wrap gift – he wrote a note that said, "Great working with you. The first one is a little bit slow, but the second two are really good." And it was The Godfather trilogy.

The thing with Caan is, he's got a great sense of humor. So if you could make him laugh, all the tension disappears. We kept him laughing, and he kept us laughing. It took him a while to get with the programming. I surrounded him with a lot of improvisers, like Andy Richter and Kyle Gass and Amy Sedaris. When I'm working with improv people, I give them the green light to just bring it and try things. So every take was different. Eventually, something just clicked in Jimmy and he just went with it. He was a lot of fun.

We ended up hanging out a lot off-set. Whenever we'd go into an Italian restaurant, they'd put on The Godfather soundtrack. Everywhere he goes, The Godfather theme.

You cast Zooey Deschanel as Buddy's love-interest Jovie before she was well-known as an actress or a singer.I didn't know she could sing. When I found out, that's when I wrote that part in. That was not in the original script. I wrote it in because she has that great Doris Day voice. The whole Christmas spirit, saving Christmas, that was pretty late in the game, too. That wasn't in the original script. It gave it that magical feeling, that spirit-redeeming. Buddy changing a lot of people in small ways and overall changing the personality of the city, that's something I think gives the movie heart.

What do you remember about filming the brawl between Miles Finch [Peter Dinklage] and Buddy?A lot of that is a testament to both of them. It's Will committing so much to physical comedy and being a fearless performer and throwing himself into it. Because it's how the person receiving the beating sells it that always makes it work, whether it’s a gunshot or a wrestling match. Dinklage – now, everybody sees it in Game of Thrones. We picked him because he's a great, great actor. He totally committed to the role, not playing the funny at all. That's the style of comedy that I like and that Will likes — letting the comedy come through the situation and the heavy commitment to the absurd, but never wink or smirk through it.

Dinklage was playing that scene like a drama, which is what makes it so effective. And Will wasn't letting you see that he was in on the joke at all. He was completely committed as well. And then there was how freaked out everyone was around the table – Andy Richter and Amy Sedaris and Kyle Gass and James Caan. It's laughter leading into a very deep low point, so it's where it fit in the movie that adds some resonance to it.

Looking back, what do you rememember about the final singalong scene?We shot some of it in New York, but a lot of it was Vancouver. To double for Central Park, we used a grassy field that was on the grounds of a mental hospital. Some of the hospital was closed down and used as a lot. I think they were doing Freddy vs. Jason in the same building where we were filming the apartments and Gimbel's. And one of the buildings, I think, was still open and had patients in it. How weird it must have been for them to look out their window and see Santa Claus and a guy in an elf suit running around with reindeer. It may have been counterproductive to their treatment.